Haynes and Boone Sample Contracts

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NanoVibronix, Inc. – Haynes and Boone, Llp (October 18th, 2017)
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 5, 2017 Among ONE GAS, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the Other Lenders and L/C Issuers Party Hereto JPMORGAN CHASE BANK, N.A., MIZUHO BANK, LTD., and U.S. BANK NATIONAL ASSOCIATION Co-Syndication Agents MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, JPMORGAN CHASE BANK, N.A., MIZUHO BANK, LTD., and U.S. BANK NATIONAL ASSOCIATION Joint Lead Arrangers and Joint Book Runners (October 6th, 2017)

This AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated or otherwise modified from time to time, this Agreement) is entered into as of October 5, 2017, among ONE GAS, INC., an Oklahoma corporation (the Borrower), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and JPMorgan Chase Bank, N.A. Mizuho Bank, Ltd. and U.S. Bank National Association, as L/C Issuers.

Lapolla Industries – Agreement and Plan of Merger Dated as of October 4, 2017 Among Icynene U.S. Holding Corp., Blaze Merger Sub Inc. And Lapolla Industries, Inc. (October 5th, 2017)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of October 4, 2017, is made by and among Icynene U.S. Holding Corp., a Delaware corporation ("Parent"), Blaze Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Sub"), and Lapolla Industries, Inc., a Delaware corporation (the "Company").

Staffing 360 Solutions, Inc. – ASSET PURCHASE AGREEMENT by and Among (September 19th, 2017)

This Asset Purchase Agreement (this "Agreement") is executed and delivered as of September 15, 2017, by and among (i) Staffing 360 Georgia, LLC, a Georgia limited liability company ("Buyer"), (ii) Firstpro Inc., a Georgia corporation ("FPI"), (iii) Firstpro Georgia LLC, a Georgia limited liability company ("FPL" and together with FPI, the "Sellers" and each a "Seller"), April F. Nagel, an individual residing at [REDACTED] ("Mrs. Nagel"), and Philip Nagel, an individual residing at [REDACTED] ("Mr. Nagel" and together with Mrs. Nagel, the "Principals"). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article 8.

Staffing 360 Solutions, Inc. – Dated as of September 15, 2017 by and Among (September 19th, 2017)
Silver Run Acquisition Corp II – CONTRIBUTION AGREEMENT by and Among HIGH MESA HOLDINGS, LP HIGH MESA HOLDINGS GP, LLC, ALTA MESA HOLDINGS, LP, ALTA MESA HOLDINGS GP, LLC, SILVER RUN ACQUISITION CORPORATION II, Solely for Purposes of Section 6.7, Section 10.3 and Section 11.13, the Contributor Owners Party Hereto, And, Also for Purposes of Section 6.6(j), Michael E. Ellis Dated as of August 16, 2017 (August 17th, 2017)

This Contribution Agreement dated as of August 16, 2017 (this Agreement) is made and entered into by and among High Mesa Holdings, L.P., a Delaware limited partnership (the Contributor), High Mesa Holdings GP, LLC., a Texas limited liability company (GP Holdings), Alta Mesa Holdings, LP, a Texas limited partnership (Alta Mesa), Alta Mesa Holdings GP, LLC, a Texas limited liability company and general partner of Alta Mesa (Alta Mesa GP and, collectively with Alta Mesa, the Alta Mesa Parties), Silver Run Acquisition Corporation II, a Delaware corporation (Buyer), solely for purposes of Section 6.7, Section 10.3 and Section 11.13, the Contributor Owners (as defined herein) and also for purposes of Section 6.6(j), Michael E. Ellis, an individual residing in the State of Texas (Ellis). Each of the parties to this Agreement is sometimes referred to individually in this Agreement as a Party, and all of the parties to this Agreement are sometimes collectively referred to in this Agreement as

Alta Mesa Holdings, LP – CONTRIBUTION AGREEMENT by and Among HIGH MESA HOLDINGS, LP HIGH MESA HOLDINGS GP, LLC, ALTA MESA HOLDINGS, LP, ALTA MESA HOLDINGS GP, LLC, SILVER RUN ACQUISITION CORPORATION II, Solely for Purposes of Section 6.7, Section 10.3 and Section 11.13, the Contributor Owners Party Hereto, And, Also for Purposes of Section 6.6(j), Michael E. Ellis Dated as of August 16, 2017 (August 17th, 2017)

This Contribution Agreement dated as of August 16, 2017 (this Agreement) is made and entered into by and among High Mesa Holdings, L.P., a Delaware limited partnership (the Contributor), High Mesa Holdings GP, LLC., a Texas limited liability company (GP Holdings), Alta Mesa Holdings, LP, a Texas limited partnership (Alta Mesa), Alta Mesa Holdings GP, LLC, a Texas limited liability company and general partner of Alta Mesa (Alta Mesa GP and, collectively with Alta Mesa, the Alta Mesa Parties), Silver Run Acquisition Corporation II, a Delaware corporation (Buyer), solely for purposes of Section 6.7, Section 10.3 and Section 11.13, the Contributor Owners (as defined herein) and also for purposes of Section 6.6(j), Michael E. Ellis, an individual residing in the State of Texas (Ellis). Each of the parties to this Agreement is sometimes referred to individually in this Agreement as a Party, and all of the parties to this Agreement are sometimes collectively referred to in this Agreement as t

Behringer Harvard Opportunity REIT II, Inc. – Loan Agreement (August 14th, 2017)

This LOAN AGREEMENT, dated as of May 8, 2017 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this "Agreement"), between TH COMMERCIAL MORTGAGE LLC, a Delaware limited liability company, having an address at c/o Two Harbors Investment Corp., 601 Carlson Parkway, Suite 1400, Minnetonka, Minnesota 55305 (together with its successors and assigns, "Lender"), and KAUAI COCONUT BEACH, LLC ("Owner Borrower") and KAUAI COCONUT BEACH OPERATOR, LLC ("Operator Borrower" and together with Owner Borrower, individually and collectively, and jointly and severally, Borrower"), each a Delaware limited liability company having its principal place of business at 15601 Dallas Parkway, Suite 600, Addison, Texas 75001.

Supreme Industries, Inc. – AGREEMENT AND PLAN OF MERGER Among WABASH NATIONAL CORPORATION REDHAWK ACQUISITION CORPORATION and SUPREME INDUSTRIES, INC. August 8, 2017 (August 9th, 2017)

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of August 8, 2017, by and among Wabash National Corporation, a Delaware corporation (Parent), Redhawk Acquisition Corporation, a Delaware corporation (Merger Subsidiary), and Supreme Industries, Inc., a Delaware corporation (the Company).

AGREEMENT AND PLAN OF MERGER Among Wabash National Corporation Redhawk Acquisition Corporation and Supreme Industries, Inc. August 8, 2017 (August 9th, 2017)

Page Article I. DEFINITIONS 2 1.1 Definitions 2 Article II. THE OFFER 16 2.1 The Offer 16 2.2 Company Actions 17 Article III. THE MERGER 19 3.1 The Merger 19 3.2 Certificate of Incorporation 19 3.3 Bylaws 20 3.4 Directors and Officers 20 3.5 Additional Actions 20 3.6 Conversion of Shares 20 3.7 Surrender and Payment 21 3.8 Company Stock Options and Other Payments 23 3.9 Dissenting Shares 23 3.10 Adjustments 23 3.11 Withholding Rights 24 3.12 Lost Certificates 24 Article IV. REPRESENTATIONS AND WARRANTIES OF THE COMPANY 24 4.1 Organization and Qualification; Subsidiaries 24 4.2 Certificate of Incorporation and Bylaws 25 4.3 Capitalization 25

Pulmatrix, Inc. – Contract (August 4th, 2017)

THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE COMMISSION) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH *****.

AquaBounty Technologies, Inc. – ASSET PURCHASE AGREEMENT by and Between AQUABOUNTY TECHNOLOGIES, INC. And BELL FISH COMPANY LLC Dated as of June 9, 2017 (August 4th, 2017)

THIS ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of June 9, 2017, is by and between AquaBounty Technologies, Inc., a Delaware corporation (the "Buyer"), and Bell Fish Company LLC, a Delaware limited liability company (the "Seller").

Callon Petroleum Company – Sixth Amended and Restated Credit Agreement (August 2nd, 2017)

used in connection with a Eurodollar Loan, the term "Business Day" shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

Arabian American Development – Third Amendment to Amended and Restated Credit Agreement (July 27th, 2017)

THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is entered into as of July 25, 2017 (the "Effective Date"), among TEXAS OIL & CHEMICAL CO. II, INC., a Texas corporation ("Borrower"), TRECORA CHEMICAL, INC., a Texas corporation formerly known as SSI Chusei, Inc. ("Trecora Chemical") and certain other subsidiaries of the Borrower party hereto, as guarantors ("Guarantors"), the lenders from time to time party hereto ("Lenders"), and BANK OF AMERICA, N.A., as Administrative Agent for the Lenders (in such capacity, the "Administrative Agent"), Swingline Lender and LC Issuer. Capitalized terms used but not defined in this Amendment have the meaning given them in the Credit Agreement (defined below).

Dorchester Minerals L.P. – CONTRIBUTION AND EXCHANGE AGREEMENT by and Between DORCHESTER MINERALS, L.P. And VAUGHN PETROLEUM (DMLP), LLC June 30, 2017 (July 5th, 2017)

THIS CONTRIBUTION AND EXCHANGE AGREEMENT (Agreement) is executed as of June 30, 2017 by and between Dorchester Minerals, L.P., a Delaware limited partnership (the Partnership), and the party set forth on the signature page hereto (the Contributor).

Dorchester Minerals L.P. – CONTRIBUTION AND EXCHANGE AGREEMENT by and Between DORCHESTER MINERALS, L.P. And SCW CAPITAL, LP June 30, 2017 (July 5th, 2017)

THIS CONTRIBUTION AND EXCHANGE AGREEMENT (Agreement) is executed as of June 30, 2017 by and between Dorchester Minerals, L.P., a Delaware limited partnership (the Partnership), and the party set forth on the signature page hereto (the Contributor).

Dorchester Minerals L.P. – CONTRIBUTION AND EXCHANGE AGREEMENT by and Between DORCHESTER MINERALS, L.P. And ROKEBY INVESTMENTS, L.P. June 30, 2017 (July 5th, 2017)

THIS CONTRIBUTION AND EXCHANGE AGREEMENT (Agreement) is executed as of June 30, 2017 by and between Dorchester Minerals, L.P., a Delaware limited partnership (the Partnership), and the party set forth on the signature page hereto (the Contributor).

Dorchester Minerals L.P. – CONTRIBUTION AND EXCHANGE AGREEMENT by and Between DORCHESTER MINERALS, L.P. And MARSHALL BRYAN PAYNE June 30, 2017 (July 5th, 2017)

THIS CONTRIBUTION AND EXCHANGE AGREEMENT (Agreement) is executed as of June 30, 2017 by and between Dorchester Minerals, L.P., a Delaware limited partnership (the Partnership), and the party set forth on the signature page hereto (the Contributor).

CREDIT AGREEMENT Dated as of June 15, 2017, (June 15th, 2017)

CREDIT AGREEMENT, dated as of June 15, 2017, by and among KMG Chemicals, Inc., a Texas corporation ("KMG"), as the borrower (the "Borrower"), the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof, as the Lenders, and KEYBANK NATIONAL ASSOCIATION, a national banking association ("KeyBank"), as administrative agent for the Lenders ("Agent").

Asset Purchase Agreement by and Among Snowboard Holdings, Llc, as Purchaser, Orbcomm, Inc., and Inthinc, Inc., Inthinc Technology Solutions, Inc., Tiwi, Inc., Inthinc Telematics, Inc., Driveaware, Inc. And Inthinc Chile, Spa, Collectively as Sellers and Inthinc Investors, L.P., as Stockholder Representative Dated June 9, 2017 (June 12th, 2017)

THIS ASSET PURCHASE AGREEMENT (this Agreement) is made as of the 9th day of June, 2017, by and among SNOWBOARD HOLDINGS, LLC, a Delaware limited liability company (Purchaser), ORBCOMM, INC., a Delaware corporation (ORBCOMM) (ORBCOMM and Purchaser referred to collectively as the Purchaser Parties), INTHINC, INC., a Delaware corporation (the Company), INTHINC TECHNOLOGY SOLUTIONS, INC., a Delaware corporation (ITS), TIWI, INC., a Delaware corporation (Tiwi), INTHINC TELEMATICS, INC., a Canadian corporation (Telematics), DRIVEAWARE, INC., a Delaware corporation (DriveAware), and INTHINC CHILE, SPA, a Chile company (Chile) (the Company, ITS, Tiwi, Telematics, DriveAware and Chile referred to collectively as the Sellers and each as a Seller), and INTHINC INVESTORS, L.P., a Delaware limited partnership, in its capacity as Stockholder Representative (pursuant to Section 11.14).

Gulf Island Fabrication, Inc. – CREDIT AGREEMENT Among (June 12th, 2017)
BioSig Technologies, Inc. – June 8, 2017 BioSig Technologies, Inc. 12424 Wilshire Boulevard, Suite 745 Los Angeles, California 90025 (June 8th, 2017)

We have acted as counsel to BioSig Technologies, Inc., a Delaware corporation (the "Company"), in connection with the proposed registration of 5,283,923 shares of common stock of the Company, par value $0.001 per share (the "Common Stock"), comprised of 3,242,668 shares of Common Stock (the "Common Shares") and up to 2,041,255 shares of Common Stock (the "Warrant Shares") issuable upon the exercise of warrants (the "Warrants"), pursuant to a registration statement on Form S-1 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), to be filed with the Securities and Exchange Commission (the "Commission") on June 8, 2017.

Third Amendment to Seventh Amended and Restated Credit Agreement (June 8th, 2017)

THIS THIRD AMENDMENT TO SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), is made and entered into as of April 7, 2017, by and among Vail Holdings, Inc., a Colorado corporation ("Borrower"), Bank of America, N.A., as Administrative Agent, a Swing Line Lender, a L/C Issuer and Lender (in its capacity as administrative agent, "Administrative Agent"), and the other Lenders, Swing Line Lenders and L/C Issuers named on the signature pages hereto.

Phoenix Group – OPERATING AGREEMENT OF GLOBAL VALUE LIGHTING, LLC (The "Company") (May 15th, 2017)

This OPERATING AGREEMENT OF GLOBAL VALUE LIGHTING, LLC (this "Agreement") is entered into as of the 20th day of March, 2017, by and among LSG MLS JV HOLDINGS, INC., a Delaware corporation ("SPV") and a subsidiary of LIGHTING SCIENCE GROUP CORPORATION ("LSG"), and MLS CO., LTD., a company organized under the laws of the People's Republic of China ("MLS"), and solely for purposes of Sections 1.1(a), 3.1(a), 9.3(b), 13.12 and Article XI, LSG. All capitalized terms used in this Agreement shall have the meanings set forth in Article XII of this Agreement.

Earthstone Energy, Inc. – CREDIT AGREEMENT Among EARTHSTONE ENERGY HOLDINGS, LLC, as Borrower, EARTHSTONE OPERATING, LLC, EF NON-OP, LLC, SABINE RIVER ENERGY, LLC, EARTHSTONE LEGACY PROPERTIES, LLC, LYNDEN USA OPERATING, LLC, BOLD ENERGY III LLC, BOLD OPERATING, LLC, as Guarantors, BOKF, NA Dba BANK OF TEXAS, as Agent and Lead Arranger, WELLS FARGO BANK, NATIONAL ASSOCIATION as Syndication Agent and THE LENDERS SIGNATORY HERETO Dated as of May 9, 2017 $500,000,000 SENIOR SECURED REVOLVING CREDIT FACILITY (May 15th, 2017)

This CREDIT AGREEMENT (this "Agreement"), dated as of May 9, 2017, is among EARTHSTONE ENERGY HOLDINGS, LLC, a Delaware limited liability company ("Borrower"), EARTHSTONE OPERATING, LLC, a Texas limited liability company ("EO"), EF NON-OP, LLC, a Texas limited liability company ("EF"), SABINE RIVER ENERGY, LLC, a Texas limited liability company ("Sabine"), EARTHSTONE LEGACY PROPERTIES, LLC, a Texas limited liability company ("ELP"), LYNDEN USA OPERATING, LLC, a Texas limited liability company ("LUO"), BOLD ENERGY III LLC, a Texas limited liability company ("BE") and BOLD OPERATING, LLC, a Texas limited liability company ("BO"), as guarantors; each of the lenders that is a signatory hereto or which becomes a signatory hereto as provided in Section 12.06 (individually, together with its successors and assigns, a "Lender" and, collectively, the "Lenders"); and BOKF, NA dba BANK OF TEXAS, a national banking association, as administrative agent (in such capacity, together with its successo

Amended and Restated Senior Term Loan Agreement (May 8th, 2017)

This AMENDED AND RESTATED SENIOR TERM LOAN AGREEMENT dated as of May 4, 2017 is among PROLOGIS, L.P., a Delaware limited partnership ("Prologis"), each Initial Affiliate Borrower (defined below), each Eligible Affiliate that becomes a borrower hereto pursuant to Section 6.12 (individually an "Additional Affiliate Borrower" and collectively "Additional Affiliate Borrowers"), PROLOGIS, INC., as a guarantor, various Lenders (defined below), BANK OF AMERICA, N.A., as Administrative Agent, and JPMORGAN CHASE BANK, N.A., as Syndication Agent.

Energy Resources 12, L.P. – May 8 , 2017 Energy Resources 12, L.P. (May 8th, 2017)
KLR Energy Acquisition Corp. – CREDIT AGREEMENT Dated as of April 27, 2017 Among ROSEHILL OPERATING COMPANY, LLC, as Borrower, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, and the Lenders Party Hereto PNC CAPITAL MARKETS LLC Sole Lead Arranger and Sole Book Runner (May 3rd, 2017)

THIS CREDIT AGREEMENT dated as of April 27, 2017, is among ROSEHILL OPERATING COMPANY, LLC, a limited liability company organized under the laws of the State of Delaware (the Borrower), each of the Lenders from time to time party hereto and PNC BANK, NATIONAL ASSOCIATION (in its individual capacity, PNC Bank), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the Administrative Agent).

TPG RE Finance Trust, Inc. – MASTER REPURCHASE AND SECURITIES CONTRACT Dated as of March 31, 2017 Between TPG RE FINANCE 14, LTD. As Seller, and as Buyer. (April 25th, 2017)

This Master Repurchase and Securities Contract is dated as of March 31, 2017, between TPG RE FINANCE 14, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands, as Seller, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Buyer.

PURCHASE AGREEMENT AND PLAN OF MERGER BY AND AMONG KMG CHEMICALS, INC., KMG FC, LLC, FLOWCHEM HOLDINGS LLC, ARSENAL CAPITAL PARTNERS III-B LP, AS ARSENAL BLOCKER SELLER, AND ACP FLOWCHEM LLC, IN ITS CAPACITY AS THE REPRESENTATIVE April 23, 2017 (April 25th, 2017)

This PURCHASE AGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into as of April 23, 2017, by and among KMG Chemicals, Inc., a Texas corporation ("Buyer"), KMG FC, LLC, a Delaware limited liability company ("Merger Sub"), Flowchem Holdings LLC, a Delaware limited liability company (the "Company"), Arsenal Capital Partners III-B LP, a Delaware limited partnership ("Arsenal Blocker Seller"), and ACP Flowchem LLC, not individually but solely in its capacity as the Representative (as hereinafter defined). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in Section 12.01 of this Agreement. Buyer, Merger Sub, the Company and Arsenal Blocker Seller are referred to herein collectively as the "Parties" and, individually, as a "Party."

Contract (April 19th, 2017)
Northern Border Partners, L.P. – Borrower as a Condition to the Enforceability, or the Execution and Delivery of This Amendment by the Borrower; And (C) Payment of Expenses Required to Be Paid in Connection With the Amendment, Including Reasonable Attorney Costs of Counsel to the Administrative Agent and Mizuho Bank, Ltd., to the Extent Invoiced Prior to the Execution Date; Provided That the Amendments to the Credit Agreement Set Forth in Section 2 of This Amendment Shall Not Become Effective, Until the Closing Date (As Defined Below), and in the Event That the Closing Date Has Not Occurred on or Before the Date One Hundred E (April 19th, 2017)
Borrower as a Condition to the Enforceability, or the Execution and Delivery of This Amendment by the Borrower; And (C) Payment of Expenses Required to Be Paid in Connection With the Amendment, Including Reasonable Attorney Costs of Counsel to the Administrative Agent and Mizuho Bank, Ltd., to the Extent Invoiced Prior to the Execution Date; Provided That the Amendments to the Credit Agreement Set Forth in Section 2 of This Amendment Shall Not Become Effective, Until the Closing Date (As Defined Below), and in the Event That the Closing Date Has Not Occurred on or Before the Date One Hundred E (April 19th, 2017)
Energy Resources 12, L.P. – April 18, 2017 Energy Resources 12, L.P. (April 18th, 2017)
Energy Resources 12, L.P. – Contract (April 18th, 2017)